1925 Century Park East Suite 1900 Los Angeles, California 90067
Scott Adamson is a member of the Vedder Price Finance & Transactions group and founding member and Administrative Shareholder of the firm’s Los Angeles office.
Mr. Adamson represents public and private strategic and financial buyers and sellers, emerging businesses, and family offices and business owners in critical corporate transactions. With more than 25 years of experience, Mr. Adamson routinely represents clients in mergers and acquisitions transactions on the buy-side and sell-side, including in leveraged buyout, carve out, 363 asset sales and going-private transactions. He has led transactions ranging in size from large transactions involving multinational public companies and equity sponsors to small transactions involving family-owned and emerging businesses. He also has completed cross-border transactions in Japan, Mexico, Ireland, Australia, Canada and the United Kingdom, and advises clients across a wide spectrum of industries including health care, technology, manufacturing, service and construction.
Mr. Adamson executes complex transaction structures, including stock sales, asset sales, statutory mergers and tender offers, and transactions structured as tax-free reorganizations, spin-offs and contributions. Mr. Adamson also regularly represents buyers and sellers of companies bought and sold through an auction process and routinely advises clients seeking liquidity with respect to alternative liquidity strategies including sale, leveraged recapitalization, private placement and ESOP transactions. In addition, Mr. Adamson counsels clients engaged in debt and equity financing involving funds, mezzanine lenders and banks.
Mr. Adamson has structured, implemented and executed many of the largest and most complex corporate transactions involving ESOPs to create liquidity on a tax-advantaged basis; to facilitate management buyout of a subsidiary, division or portfolio company; to engage in a roll-up transaction; or to permit private equity investment on a tax-advantaged basis. Mr. Adamson represents ESOP-owned companies management, institutional trustees and equity sponsors in ESOP transactions and matters, and he has led some of the largest transactions undertaken involving the sale of ESOP-owned companies to equity sponsors and strategic buyers.
From 2015 to 2017, Mr. Adamson was recognized by Legal 500 United States in the M&A/Corporate and Commercial - M&A - Middle-Market (Sub-$500M) category.
Mr. Adamson has recently represented clients in the following types of transactions:
- Represented a manufacturer of concrete pipe in the acquisition of five manufacturing plants from a competitor publicly traded on NASDAQ in exchange for a combination of a manufacturing facility and cash.
- Represented a payroll processing company in a $200M CAD cross-border Canadian acquisition.
- Represented an 100% employee owned payroll processing company in a $100 million acquisition of a competitor.
- Represented the manager of a $70 billion portfolio in the $65 million sale to a publicly-traded strategic acquirer of a majority-owned company engaged the auto parts business.
- Represented a student loan servicer in its $88-million sale of 99% of its subsidiary holding $5.29 billion in student loan assets.
- Represented a private equity-backed manufacturer of components for utility equipment in its $180-million sale to an NYSE company.
- Represented an advanced military training solutions company in an auction and subsequent sale to a New York-based private equity firm for approximately $335 million.
- Represented a dental practice management company in its auction and subsequent $330-million recapitalization and minority sale to a Chicago-based private equity firm.
- Represented an international uniform rental company in its bid to acquire a California-based multistate laundry service for more than $210 million.
- Represented a student loan company in its sale to a private equity firm for approximately $189 million.
- Represented a company engaged in the production of commercials in a $10M minority ESOP recapitalization qualifying for deferred capital gains treatment.
- Represented the trustee of a newly formed ESOP in a $160M acquisition of 30 percent of the stock grower of lettuce and vegetables qualifying for deferred capital gains treatment.
- Represented the trustee of a newly formed ESOP in the acquisition of 100 percent of the stock of a commercial construction and project management company.
- Represented the trustee of an ESOP with respect to the tax-free split off of a division of a manufacturer of forged, machined, finished and assembled components.
- Represented a national dental practice management company in its acquisition of a dental practice located in Dallas–Ft. Worth.
- Represented a start-up engaged in the development, manufacture and distribution of wind turbine and ventilation products in a Series A Preferred Stock offering.
- Represented a California-based contractor license and permit bond underwriter in its sale to a publicly traded Texas holding company.
- Represented a national dental practice management company in its acquisition of a Texas-based dental practice.
- Represented a private equity firm in a bid to finance and acquire a staffing business.
- Represented a furniture manufacturer in a leveraged recapitalization financed by a sale and leaseback of company-owned real estate, senior debt and subordinated notes.
- Represented a European provider of mobile asset management technology in a joint venture with a leading Japanese mobile communications company.
- Represented a leading dental practice management company in its financing of mezzanine debt funded by a leading private equity-backed mezzanine fund.
- Represented a Japanese pharmaceutical company in a cross-border tender offer to acquire an Irish medical device manufacturer with a wholly owned California subsidiary.
- Represented a printer cartridge remanufacturer in the spinning off of its real estate and sale to a key customer.
- Represented an international uniform rental company in the strategic acquisition of a multistate laundry service in the Pacific Northwest.
- Represented a privately held building materials company in its acquisition of a regional building materials company.
- Represented the owners of a captive insurance company in their domestication of the company and its subsequent sale.
- Represented a publicly traded French multinational company in the strategic acquisition of a flexible plastic packing company located in Mexico.
- Represented a leading manufacturer of contact lenses in a joint venture with a German firm engaged in research and development of refractive surgery technologies.
- Represented a publicly traded French multinational company in its acquisition of a manufacturer of medical packaging.
- Represented a publicly traded water company in the strategic acquisition of a wastewater and water systems construction, operations and maintenance company.
- Represented a publicly traded water company in the acquisition of a company engaged in the business of selling, installing and servicing utility meters.
- Represented a Fortune 500 NYSE energy company in a going-private transaction involving a second NYSE company engaged in industrial materials manufacturing.
- Represented a start-up engaged in the distribution and marketing of credit cards to the subprime market in connection with a credit facility with warrants.
- Represented a radiology group in the sale of its outpatient radiology diagnostic services company to a national hospital operator.
- Represented a publicly traded French multinational company in the acquisition of an aluminum manufacturing company.
- Represented a Fortune 500 company in the acquisition of a Southern California-based machine tool remanufacturing company.
- Represented a Fortune 500 company in an asset exchange of its metal finishing, screen inks and electrodialysis businesses for a semiconductor materials business.
- Represented a manufacturer of components for name-brand earth-moving equipment in the acquisition of a manufacturing division from an NYSE company.
- Represented a manufacturer of drilling equipment in the sale of assets in the United States, Australia and Canada to a St. Louis-based privately owned operating company.
- Represented a privately owned operating company in the sale of a portfolio company engaged in the manufacture of corrugated tubular metal products and hoses.
- Represented the owners of outpatient dialysis facilities in the sale of assets to a publicly traded German multinational pharmaceutical company.
- Represented the shareholders of a distributor of medical equipment in the sale to a national medical supply company.
- Represented a privately owned operating company in the sale of a portfolio company engaged in the international manufacture of tube- and pipe-bending equipment.
- Represented a privately owned operating company in the acquisition from a Fortune 500 company of an international manufacturer of percussive mining drill products.
- Represented a mattress and bedding-related products manufacturer in connection with the sale of its stock.
- Represented a cold storage company in a tax-deferred stock-for-stock exchange with a public London-based multinational company.
- Represented a privately owned operating company in the acquisition of an aircraft parts division of a Canada-based multinational company.
- Represented a nationally known specialty finance company in the sale of stock to an existing ESOP for more than $500 million.
- Represented the trustee of an ESOP in the acquisition of a private equity-backed New York-based legal outsourcing business.
- Represented the trustee of an ESOP in an asset sale of a Washington-based defense consulting firm to a strategic buyer.
- Represented the trustee of an ESOP in its acquisition of a minority interest in a California specialty contractor for large-scale nonprofit construction projects.
- Represented an engineering services and planning firm in a redemption followed by an ESOP purchase partially financed by a plan-to-plan transfer.
- Represented a group of precision-engineered products companies in a management-sponsored ESOP buyout partially financed by a plan-to-plan transfer.
- Represented a pipeline construction company in a management-led ESOP buyout financed with senior debt and subordinated debt with detachable warrants.
- Represented the trustee of an ESOP in the sale of stock of a national specialty window manufacturer to a nationally known window manufacturer for $225 million.
- Represented a Chicago-based financier, as special ESOP counsel, in the acquisition of an NYSE media company in an $8.2 billion going-private transaction using an ESOP.
- Represented a leading dealer of office products in an offer to redeem shares for notes with detachable warrants, with the company’s ESOP becoming the sole shareholder.
- Represented a manufacturer of fine home cabinetry in a tender offer of notes with detachable warrants for shares and the subsequent ESOP purchase of company stock.
- Represented a global engineered metal parts manufacturer in the capitalization and sale of a 14.5 percent interest to an ESOP for $222 million financed by a 144A note offering.
- Represented the trustee of an ESOP in the sale of an information management company servicing the U.S. government to a national aerospace firm for $130 million.
- Represented a manufacturer and distributor of neon signs in a tax-free reorganization and sale to an ESOP partially financed by notes with warrants.
- Represented a student loan provider in a tender offer to acquire options from outstanding option holders and a subsequent sale of stock to an ESOP.
- Represented a property management holding company in the roll-up of eight property management firms and its subsequent sale to an existing ESOP.
- Represented a dental practice management company in a tender offer followed by a squeeze-out merger and its subsequent sale to an ESOP.
- Represented a diversified utility construction company in the capitalization and sale of its stock to a newly formed ESOP.
- Represented a management association in an ESOP stock sale and a redemption from outstanding holders partially financed by a plan-to-plan transfer.
- Represented the trustee of an ESOP in its acquisition of preferred stock of a California-based health-management organization.
- Represented an independent fiduciary in the sale of stock held by an ESOP as part of a sale of assets of an engineering company to a publicly traded acquirer.
- Represented a document communications services provider in the redemption of its stock and a simultaneous ESOP purchase from the company.
- Represented a forest product brokerage company in a $290-million spin-off from a public company using an ESOP partially financed by a plan-to-plan transfer.
- Represented an environmental consulting services company in the sale of its assets and the simultaneous redemption of its stock from the ESOP.
- Represented the trustee of an ESOP in the recapitalization and purchase of stock of a Southern California paint manufacturer for approximately $112 million.
- Represented the trustee of an ESOP of a multistate grocery chain in a $235-million recapitalization using an LLC financed in part by an Oregon-based private equity firm.
- Represented a dental practice management company in a reorganization and recapitalization followed by a sale to an ESOP.
- Represented a provider of industrial services in the sale to an ESOP followed by the contribution of the operating assets of the business to an LLC and an offering to employees.
- Represented the trustee of an ESOP in a $167-million management-led buyout of assets of a payroll-processing firm for the entertainment business.
- University of Southern California Gould School of Law, J.D., 1988
- University of California, Los Angeles, B.A., 1985
- California, 1988
- U.S. Tax Court, 1997
- U.S. Supreme Court, 1997
- Member, Advisory Committee, Employee-Owned S Corporations of America (ESCA)
- Member, The ESOP Association, Finance Committee